EXHIBIT
10.10


 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY STATE SECURITIES LAWS.  THIS NOTE MAY NOT
BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN
EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH
REGISTRATION REQUIREMENTS.


 


THIS
NOTE IS REGISTERED WITH THE AGENT PURSUANT TO SECTION 11.4(B) OF THE
PURCHASE AGREEMENT (AS DEFINED BELOW). 
TRANSFER OF ALL OR ANY PORTION OF THIS NOTE IS PERMITTED SUBJECT TO THE
PROVISIONS SET FORTH IN SUCH SECTION 11.4(B) WHICH REQUIRE, AMONG
OTHER THINGS, THAT NO TRANSFER IS EFFECTIVE UNTIL THE TRANSFEREE IS REFLECTED
AS SUCH ON THE REGISTRY MAINTAINED WITH THE AGENT PURSUANT TO SUCH SECTION 11.4(B).


 


SECURED TERM NOTE


 


FOR
VALUE RECEIVED, MICRO COMPONENT TECHNOLOGY, INC., a Minnesota corporation (the “Company”) hereby promises to pay to VALENS OFFSHORE SPV I,
LTD. (the “Holder”) or its registered assigns
or successors in interest, the sum of Two Million Nine Hundred Seventy Five
Thousand Dollars ($2,975,000.00), together with any accrued and unpaid interest
hereon, on November 30, 2008 (the “Initial  Maturity Date”), subject to extension pursuant to Section 3.13
hereof (the Initial Maturity Date as extended hereunder, the “Maturity Date”),
if not sooner indefeasibly paid in full.


 


Capitalized
terms used herein without definition shall have the meanings ascribed to such
terms in that certain Securities Purchase Agreement dated as of the date hereof
(as amended, restated, modified and/or supplemented from time to time, the “Purchase Agreement”) among the Company, the Holder, each
other Purchaser and LV Administrative Services, Inc., as administrative
and collateral agent for the Purchasers (the “Agent”
together with the Purchasers, collectively, the “Creditor
Parties”).


 


The
aggregate Principal Amount of this Secured Term Note, together with the
Principal Amount (as defined in the applicable Note) of each other Note (as
defined in the Purchase Agreement) that is deposited in the Restricted Account
(as defined in the Restricted Account Agreement referred to in the Purchase
Agreement) on the date of the issuance of this Secured Term Note is
$2,303,500.00.


 


The following terms shall apply to this Secured Term
Note (this “Note”):


 


1

















 


CONTRACT
RATE AND AMORTIZATION


 


Contract Rate. 
Subject to Sections 2.2 and 3.9, interest payable on the outstanding
principal amount of this Note (the “Principal Amount”)
shall accrue at a rate per annum equal twelve percent (12%) (the “Contract Rate”). 
Interest shall be (i) calculated on the basis of a 360 day year,
and (ii) payable monthly, in arrears, commencing on September 1,
2008, on the first business day of each consecutive calendar month thereafter
through and including the Maturity Date, and on the Maturity Date, whether by
acceleration or otherwise.


 


Contract Rate Payments. 
The Contract Rate shall be calculated on the last business day of each calendar
month hereafter (other than for increases or decreases in the Prime Rate which
shall be calculated and become effective in accordance with the terms of Section 1.1)
until the Maturity Date and shall be subject to adjustment as set forth herein.


 


Principal Payments. 
The outstanding Principal Amount together with any accrued and unpaid
interest and any and all other unpaid amounts which are then owing by the
Company to the Holder under this Note, the Purchase Agreement and/or any other
Related Agreement shall be due and payable on the Maturity Date.


 


Optional Redemption. 
The Company may prepay this Note at any time, in whole or in part,
without penalty or premium.  If within
six (6) months of the date of issue of this Note, the Company prepays in
full the Principal Amount outstanding at such time together with accrued but
unpaid interest thereon and any and all other sums due, accrued or payable to
the Holder arising under this Note, the Purchase Agreement or any other Related
Agreement (collectively, the “Redemption Amount”),
upon receipt in full of the Redemption Amount in good funds, the Holder will
rebate to Company fifty percent (50%) of any fees it received from the Company
on the date of issue of this Note.  The
Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional
Redemption (the “Redemption Payment Date”), which
date shall be within ten (10) business days of the date of the Notice of
Redemption (the “Redemption Period”).  On the Redemption Payment Date, the
Redemption Amount must be paid in good funds to the Holder.  In the event the Company fails to pay the
Redemption Amount on the Redemption Payment Date as set forth herein, then such
Redemption Notice will be null and void. 
If any Notes issued pursuant to the Purchase Agreement, in addition to
this Note, are outstanding (collectively, the “Outstanding
Notes”) and the Company pursuant to this Section 1.4 elects to
make an Optional Redemption, then the Company shall take the same action with
respect to all Outstanding Notes and make such payments to all holders of
Outstanding Notes on a pro rata basis based upon the Redemption Amount of each
Outstanding Note.


 


EVENTS OF DEFAULT


 


Events of Default. 
The occurrence of any of the following events set forth in this Section 2.1
shall constitute an event of default (“Event of Default”)
hereunder:


 


Failure to Pay.  The Company fails to pay when due any
installment of principal, interest or other fees hereon in accordance herewith,
or the Company fails to pay any of the other 


 


2

















 


Obligations (under and as defined in the Master
Security Agreement) when due, and, in any such case, such failure shall
continue for a period of three (3) days following the date upon which any
such payment was due;


 


Breach of Covenant.  The Company or any of its Subsidiaries
breaches any covenant or any other term or condition of this Note in any
material respect and such breach, if subject to cure, continues for a period of
fifteen (15) days after the occurrence thereof.


 


Breach of Representations and Warranties.  Any representation, warranty or statement
made or furnished by the Company or any of its Subsidiaries in this Note, the
Purchase Agreement or any other Related Agreement shall at any time be false or
misleading in any material respect on the date as of which made or deemed made.


 


Default Under Other Agreements.  The occurrence of any default (or similar
term) in the observance or performance of any other agreement or condition
relating to any indebtedness or contingent obligation of the Company or any of
its Subsidiaries (including, without limitation, the Subordinated Debt (as
defined below)) beyond the period of grace (if any), the effect of which
default is to cause, or permit the holder or holders of such indebtedness or
beneficiary or beneficiaries of such contingent obligation to cause, such
indebtedness to become due prior to its stated maturity or such contingent
obligation to become payable;


 


Material Adverse Effect.  Any change or the occurrence of any event
which could reasonably be expected to have a Material Adverse Effect;


 


Bankruptcy.  The Company or any of its Subsidiaries shall (i) apply
for, consent to or suffer to exist the appointment of, or the taking of
possession by, a receiver, custodian, trustee or liquidator of itself or of all
or a substantial part of its property, (ii) make a general assignment for
the benefit of creditors, (iii) commence a voluntary case under the federal
bankruptcy laws (as now or hereafter in effect), (iv) be adjudicated a
bankrupt or insolvent, (v) file a petition seeking to take advantage of
any other law providing for the relief of debtors, (vi) acquiesce to,
without challenge within ten (10) days of the filing thereof, or failure
to have dismissed, within thirty (30) days, any petition filed against it in
any involuntary case under such bankruptcy laws, or (vii) take any action
for the purpose of effecting any of the foregoing;


 


Judgments. 
Attachments or levies in excess of $50,000 in the aggregate are made
upon the Company or any of its Subsidiary’s assets or a judgment is rendered
against the Company’s property involving a liability of more than $50,000 which
shall not have been vacated, discharged, stayed or bonded within thirty (30)
days from the entry thereof;


 


Insolvency. 
The Company or any of its Subsidiaries shall admit in writing its
inability, or be generally unable, to pay its debts as they become due or cease
operations of its present business;


 


Change of Control. 
A Change of Control (as defined below) shall occur with respect to the
Company, unless Holder shall have expressly consented to such Change of Control
in writing.  A “Change of Control” shall
mean any event or circumstance as a result of which (i) any “Person” or “group”
(as such terms are defined in Sections 13(d) and 14(d) of the
Exchange Act, as in effect on the date hereof), other than the Holder, is or
becomes the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5
under the Exchange Act), directly or indirectly, of 35% or more on a fully
diluted basis of the then outstanding voting equity interest of the Company
(other than a “Person” or “group” that beneficially


 


3

















 


owns 35% or more
of such outstanding voting equity interests of the Company on the date hereof),
(ii) the Board of Directors of the Company shall cease to consist of a
majority of the Company’s board of directors on the date hereof (or directors
appointed by a majority of the board of directors in effect immediately prior
to such appointment) or (iii) the Company or any of its Subsidiaries
merges or consolidates with, or sells all or substantially all of its assets
to, any other person or entity;


 


Indictment;
Proceedings.  The indictment or threatened indictment of
the Company or any of its Subsidiaries or any executive officer of the Company
or any of its Subsidiaries under any criminal statute, or commencement or
threatened commencement of criminal or civil proceeding against the Company or
any of its Subsidiaries or any executive officer of the Company or any of its
Subsidiaries pursuant to which statute or proceeding penalties or remedies
sought or available include forfeiture of any of the property of the Company or
any of its Subsidiaries;


 


The Purchase
Agreement and Related Agreements.  (i) An
Event of Default shall occur under and as defined in the Purchase Agreement or
any other Related Agreement, (ii) the Company or any of its Subsidiaries
shall breach any term or provision of the Purchase Agreement or any other
Related Agreement in any material respect and such breach, if capable of cure,
continues unremedied for a period of fifteen (15) days after the occurrence
thereof, (iii) the Company or any of its Subsidiaries attempts to
terminate, challenges the validity of, or its liability under, the Purchase
Agreement or any Related Agreement, (iv) any proceeding shall be brought
to challenge the validity, binding effect of the Purchase Agreement or any Related
Agreement or (v) the Purchase Agreement or any Related Agreement ceases to
be a valid, binding and enforceable obligation of the Company or any of its
Subsidiaries (to the extent such persons or entities are a party thereto);


 


Stop Trade. 
An SEC stop trade order or Principal Market trading suspension of the
Common Stock shall be in effect for five (5) consecutive days or five (5) days
during a period of ten (10) consecutive days, excluding in all cases a
suspension of all trading on a Principal Market, provided that the Company
shall not have been able to cure such trading suspension within thirty (30)
days of the notice thereof or list the Common Stock on another Principal Market
within sixty (60) days of such notice; or


 


Failure to Deliver
Replacement Note.  The Company is required to issue a
replacement Note to the Holder and the Company shall fail to deliver such
replacement Note within seven (7) business days; or


 


Default Interest. 
Following the occurrence and during the continuance of an Event of
Default, the Company shall pay additional interest on the outstanding principal
balance of this Note in an amount equal to two percent (2%) per month, and all
outstanding obligations under this Note, the Purchase Agreement and each other
Related Agreement, including unpaid interest, shall continue to accrue interest
at such additional interest rate from the date of such Event of Default until
the date such Event of Default is cured or waived.


 


Default Payment. 
Following the occurrence and during the continuance of an Event of
Default, the Agent may demand repayment in full of all obligations and
liabilities owing by the Company to the Holder under this Note, the Purchase
Agreement and/or any other Related Agreement and/or may elect, in addition to
all rights and remedies of the Agent under the Purchase Agreement and the other
Related Agreements and all obligations and liabilities of the Company under the
Purchase Agreement and the other Related Agreements, to require the Company to 


 


4

















 


make a Default Payment (“Default Payment”). 
The Default Payment shall be one hundred thirty percent (130%) of the
outstanding principal amount of this Note, plus accrued but unpaid interest,
all other fees then remaining unpaid, and all other amounts payable
hereunder.  The Default Payment shall be
applied first to any fees due and payable to the Holder pursuant to this Note,
the Purchase Agreement, and/or other Related Agreements, then to accrued and
unpaid interest due on this Note and then to the outstanding principal balance
on this Note.  The Default Payment shall
be due and payable immediately on the date that the Agent has demanded payment
of the Default Payment pursuant to this Section 2.3.


 


MISCELLANEOUS


 


Cumulative Remedies. 
The remedies under this Note shall be cumulative.


 


Failure or Indulgence Not
Waiver.  No failure or delay on the part of the Holder
hereof in the exercise of any power, right or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such
power, right or privilege preclude other or further exercise thereof or of any
other right, power or privilege.  All
rights and remedies existing hereunder are cumulative to, and not exclusive of,
any rights or remedies otherwise available.


 


Notices. 
Any notice herein required or permitted to be given shall be given in
writing in accordance with the terms of the Purchase Agreement.


 


Amendment Provision. 
The term “Note” and all references thereto,
as used throughout this instrument, shall mean this instrument as originally
executed, or if later amended or supplemented, then as so amended or
supplemented, and any successor instrument as such successor instrument may be
amended or supplemented.


 


Assignability. 
This Note shall be binding upon the Company and its successors and
assigns, and shall inure to the benefit of the Holder and its successors and
assigns, and may be assigned by the Holder in accordance with the requirements
of the Purchase Agreement.  The Company
may not assign any of its obligations under this Note without the prior written
consent of the Holder, any such purported assignment without such consent being
null and void.


 


Cost of Collection. 
In case of the occurrence of an Event of Default under this Note, the
Company shall pay the Holder the Holder’s reasonable costs of collection,
including reasonable attorneys’ fees.


 


Governing Law,
Jurisdiction and Waiver of Jury Trial.


 


THIS NOTE SHALL BE
GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


 


THE COMPANY HEREBY
CONSENTS AND AGREES THAT THE STATE AND/OR FEDERAL COURTS LOCATED IN THE COUNTY
OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND
DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE COMPANY, ON THE ONE HAND, AND THE
HOLDER AND/OR ANY OTHER CREDITOR PARTY, ON THE OTHER HAND, PERTAINING TO THIS
NOTE OR ANY OF THE OTHER RELATED AGREEMENTS OR TO ANY MATTER ARISING OUT OF OR
RELATED TO THIS NOTE OR ANY OF THE RELATED AGREEMENTS; PROVIDED, THAT
THE COMPANY ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE
HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW YORK;
AND FURTHER  PROVIDED, THAT NOTHING 


 


5

















 


IN THIS NOTE SHALL
BE DEEMED OR OPERATE TO PRECLUDE THE HOLDER AND/OR ANY OTHER CREDITOR PARTY
FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO
COLLECT THE OBLIGATIONS (AS DEFINED IN THE MASTER SECURITY AGREEMENT), TO
REALIZE ON THE COLLATERAL (AS DEFINED IN THE MASTER SECURITY AGREEMENT) OR ANY
OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT
ORDER IN FAVOR OF THE HOLDER AND/OR ANY OTHER CREDITOR PARTY.  THE COMPANY EXPRESSLY SUBMITS AND CONSENTS IN
ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT,
AND THE COMPANY HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON
LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS.  THE COMPANY HEREBY WAIVES PERSONAL SERVICE OF
THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND
AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE
MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO THE COMPANY AT THE ADDRESS
SET FORTH IN THE PURCHASE AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED
COMPLETED UPON THE EARLIER OF THE COMPANY’S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS
AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.


 


THE COMPANY DESIRES
THAT ITS DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.  THEREFORE, TO ACHIEVE THE BEST COMBINATION OF
THE BENEFITS OF THE JUDICIAL SYSTEM AND/OR OF ARBITRATION, THE COMPANY HERETO
WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT
TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN
THE HOLDER AND/OR ANY OTHER CREDITOR PARTY, ON THE ONE HAND, AND THE COMPANY,
ON THE OTHER HAND, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS NOTE, ANY OTHER
RELATED AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO.


 


Severability. 
In the event that any provision of this Note is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be
deemed inoperative to the extent that it may conflict therewith and shall be
deemed modified to conform with such statute or rule of law.  Any such provision which may prove invalid or
unenforceable under any law shall not affect the validity or enforceability of
any other provision of this Note.


 


Maximum Payments. 
Nothing contained herein shall be deemed to establish or require the
payment of a rate of interest or other charges in excess of the maximum
permitted by applicable law.  In the
event that the rate of interest required to be paid or other charges hereunder
exceed the maximum rate permitted by such law, any payments in excess of such
maximum rate shall be credited against amounts owed by the Company to the
Holder and thus refunded to the Company.


 


6

















 


Security Interest. 
The Agent, for the ratable benefit of the Creditor Parties, has been
granted a security interest in certain assets of the Company as more fully
described in the Master Security Agreement and the other Related Agreements.


 


Construction;
Counterparts.  Each party acknowledges that its legal
counsel participated in the preparation of this Note and, therefore, stipulates
that the rule of construction that ambiguities are to be resolved against
the drafting party shall not be applied in the interpretation of this Note to
favor any party against the other.  This
Note may be executed by the parties hereto in one or more counterparts, each of
which shall be deemed an original and all of which when taken together shall
constitute one and the same instrument. 
Any signature delivered by a party by facsimile or electronic
transmission shall be deemed to be an original signature hereto.


 


Registered Obligation. 
This Note shall be registered (and such registration shall thereafter be
maintained) as set forth in Section 11.4(b) of the Purchase
Agreement.  Notwithstanding any document,
instrument or agreement relating to this Note to the contrary, transfer of this
Note (or the right to any payments of principal or stated interest thereunder)
may only be effected by (i) surrender of this Note and either the
reissuance by the Company of this Note to the new holder or the issuance by the
Company of a new instrument to the new holder or (ii) registration of such
holder as an assignee in accordance with Section 11.4(b) of the
Purchase Agreement.


 


Extension of Maturity
Date.  On the Initial Maturity Date, the Maturity
Date shall be extended to July 31, 2010 upon the determination by the
Holder, in its sole discretion, that the following conditions have been
satisfied:  (a) no Event of Default
has occurred and is continuing, (b) the shareholders of the Company have
approved an increase in the number of authorized shares of Common Stock of the
Company sufficient to issue 146,143,792 additional shares of Common Stock, (c) the
Company has duly authorized and issued to the Purchasers common stock purchase
warrants exercisable into an aggregate of 146,143,792 shares of the Company’s
common stock, par value $0.01, with an exercise price of $0.01 per share, in
the forms attached hereto as Exhibit A (collectively, the “Additional
Warrants”) and (d) the Company has reserved for issuance for the benefit
of the holders of the Additional Warrants the shares of Common Stock issuable
on the exercise of the Additional Warrants.


 


[Balance of page intentionally
left blank; signature page follows]


 


7

















 


IN
WITNESS WHEREOF,
the Company has caused this Secured Term Note to be signed in its name
effective as of this 31st day of July, 2008.


 


 


	
   

  	
   

  	
  MICRO COMPONENT
  TECHNOLOGY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Roger E. Gower

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 
















 


EXHIBIT A


 


THIS WARRANT AND
THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT
UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN
EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.


 


Right
to Purchase up to [124,222,223.20] Shares of Common Stock of


 


MICRO
COMPONENT TECHNOLOGY, INC.


 


(subject
to adjustment as provided herein)


 


COMMON STOCK PURCHASE
WARRANT


 


	
  No.                      

  	
  Issue Date:
                  ,
  2008

  



 


MICRO COMPONENT
TECHNOLOGY, INC., a corporation organized under the laws of the State of
Minnesota (the “Company”),
hereby certifies that, for value received, VALENS OFFSHORE SPV I, LTD., or
assigns (the “Holder”), is entitled, subject to
the terms set forth below, to purchase from the Company (as defined herein)
from and after the Issue Date of this Warrant and at any time or from time to
time before 5:00 p.m., New York time, through the close of business November 30,
2018 (the “Expiration Date”), up to
[124,222,223.20] fully paid and non-assessable shares of Common Stock (as
hereinafter defined), $0.01 par value per share, at the applicable Exercise
Price per share (as defined below).  The
number and character of such shares of Common Stock and the applicable Exercise
Price per share are subject to adjustment as provided herein.


 


As used herein the
following terms, unless the context otherwise requires, have the following
respective meanings:


 


1.             Common Stock” means (i) the Company’s Common Stock, par
value $0.01 per share; and (ii) any other securities into which or for
which any of the securities described in the preceding clause (i) may be
converted or exchanged pursuant to a plan of recapitalization, reorganization,
merger, sale of assets or otherwise.


 


2.             “Company” means Micro Component Technology, Inc. and any
person or entity which shall succeed, or assume the obligations of, Micro
Component Technology, Inc. hereunder.


 


A-1

















 


3.             “Exercise Price” means a price of $0.01 per share.


 


4.             “Other Securities” means any stock (other than Common Stock)
and other securities of the Company or any other person (corporate or
otherwise) which the Holder at any time shall be entitled to receive, or shall
have received, on the exercise of this Warrant, in lieu of or in addition to
Common Stock, or which at any time shall be issuable or shall have been issued
in exchange for or in replacement of Common Stock or Other Securities pursuant
to Section 4 or otherwise.


 


5.             “Purchase Agreement” means the Securities Purchase Agreement
dated as of the date hereof among the Company, the Holder, the other Purchasers
(as defined therein) from time to time party thereto and LV Administrative
Services, Inc., as administrative and collateral agent for the Purchasers
(as defined therein), as amended, modified, restated and/or supplemented from
time to time.


 


1.             Exercise of Warrant.


 


Number of Shares Issuable
upon Exercise.  From and after the date hereof through and
including the Expiration Date, the Holder shall be entitled to receive, upon
exercise of this Warrant in whole or in part, by delivery of an original or fax
copy of an exercise notice in the form attached hereto as Exhibit A
(the “Exercise Notice”), shares of Common
Stock of the Company, subject to adjustment pursuant to Section 4.


 


Fair Market Value. 
For purposes hereof, the “Fair Market Value” of a share of Common Stock
as of a particular date (the “Determination Date”)
shall mean:


 


If the Company’s Common Stock is traded on a
national securities exchange then the closing or last sale price, respectively,
reported for the last business day immediately preceding the Determination
Date.


 


If the Company’s Common Stock is not traded on a
national securities exchange but is traded on the OTC Bulletin Board, then the
mean of the average of the closing bid and asked prices reported for the last
business day immediately preceding the Determination Date.


 


Except as provided in clause (d) below, if
the Company’s Common Stock is not publicly traded, then as the Holder and the
Company agree or in the absence of agreement by arbitration in accordance with
the rules then in effect of the American Arbitration Association, before a
single arbitrator to be chosen from a panel of persons qualified by education
and training to pass on the matter to be decided.


 


If the Determination Date is the date of a
liquidation, dissolution or winding up, or any event deemed to be a
liquidation, dissolution or winding up pursuant to the Company’s charter, then
all amounts to be payable per share to holders of the Common Stock pursuant to
the charter in the event of such liquidation, dissolution or winding up, plus
all other amounts to be payable per share in respect of the Common Stock in
liquidation under the charter, assuming for the purposes of this clause (d) that
all of the shares of Common Stock then issuable upon exercise of this Warrant
are outstanding at the Determination Date.


 


Company Acknowledgment. 
The Company will, at the time of the exercise of this Warrant, upon the
request of the Holder acknowledge in writing its continuing obligation to
afford to the 


 


A-2

















 


Holder any rights to
which the Holder shall continue to be entitled after such exercise in
accordance with the provisions of this Warrant. 
If the Holder shall fail to make any such request, such failure shall
not affect the continuing obligation of the Company to afford to the Holder any
such rights.


 


Trustee for Warrant
Holders.  In the event that a bank or trust company
shall have been appointed as trustee for the Holder pursuant to Subsection 3.2,
such bank or trust company shall have all the powers and duties of a warrant
agent (as hereinafter described) and shall accept, in its own name for the
account of the Company or such successor person as may be entitled thereto, all
amounts otherwise payable to the Company or such successor, as the case may be,
on exercise of this Warrant pursuant to this Section 1.


 


Procedure for
Exercise.


 


Delivery of Stock Certificates,
Etc., on Exercise.  The Company agrees that the shares of Common
Stock purchased upon exercise of this Warrant shall be deemed to be issued to
the Holder as the record owner of such shares as of the close of business on
the date on which this Warrant shall have been surrendered and payment made for
such shares in accordance herewith.  As
soon as practicable after the exercise of this Warrant in full or in part, and
in any event within three (3) business days thereafter, the Company at its
expense (including the payment by it of any applicable issue taxes) will cause
to be issued in the name of and delivered to the Holder, or as the Holder (upon
payment by the Holder of any applicable transfer taxes) may direct in
compliance with applicable securities laws, a certificate or certificates for
the number of duly and validly issued, fully paid and non-assessable shares of
Common Stock (or Other Securities) to which the Holder shall be entitled on
such exercise, plus, in lieu of any fractional share to which the Holder would
otherwise be entitled, cash equal to such fraction multiplied by the then Fair
Market Value of one full share, together with any other stock or other
securities and property (including cash, where applicable) to which the Holder
is entitled upon such exercise pursuant to Section 1 or otherwise.


 


Exercise.


 


Payment may be
made either (i) in cash by wire transfer of immediately available funds or
by certified or official bank check payable to the order of the Company equal
to the applicable aggregate Exercise Price, (ii) by delivery of this
Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise
of this Warrant in accordance with the formula set forth in subsection (b) below,
or (iii) by a combination of any of the foregoing methods, for the number
of shares of Common Stock specified in such Exercise Notice (as such exercise
number shall be adjusted to reflect any adjustment in the total number of
shares of Common Stock issuable to the Holder per the terms of this Warrant)
and the Holder shall thereupon be entitled to receive the number of duly
authorized, validly issued, fully-paid and non-assessable shares of Common
Stock (or Other Securities) determined as provided herein.


 


Notwithstanding
any provisions herein to the contrary, if the Fair Market Value of one share of
Common Stock is greater than the Exercise Price (at the date of calculation as
set forth below), in lieu of exercising this Warrant for cash, the Holder may
elect to receive shares equal to the value (as determined below) of this
Warrant (or the portion thereof being exercised) by surrender of this Warrant
at the principal office of the Company together with the properly endorsed
Exercise Notice in which event the Company shall 


 


A-3

















 


issue to the
Holder a number of shares of Common Stock computed using the following formula:


 


	
  X=

  	
  Y(A-B)

  	
   

  
	
   

  	
  A

  	
   

  
	
   

  	
   

  	
   

  
	
  Where X =

  	
  the number of shares of
  Common Stock to be issued to the Holder

  
	
   

  	
   

  
	
  Y =

  	
  the number of shares of
  Common Stock purchasable under this Warrant or, if only a portion of this
  Warrant is being exercised, the portion of this Warrant being exercised (at
  the date of such calculation)

  
	
   

  	
   

  
	
  A =

  	
  the Fair Market Value
  of one share of the Company’s Common Stock (at the date of such calculation)

  
	
   

  	
   

  
	
  B =

  	
  the Exercise Price per
  share (as adjusted to the date of such calculation)

  



 


Notwithstanding
anything to the contrary set forth in Section 2.2(a) above, to the
extent that a registration statement registering all the shares of Common Stock
of the Company issuable upon exercise of this Warrant has been declared
effective by the Securities and Exchange Commission and remains effective as of
the date of the proposed exercise set forth in an Exercise Notice, the Holder
shall upon such proposed exercise, make payment to the Company of each
respective Exercise Price set forth in such Exercise Notice in cash by wire
transfer of immediately available funds or by certified or official bank check
only.


 


Effect of
Reorganization, Etc.; Adjustment of Exercise Price.


 


Reorganization,
Consolidation, Merger, Etc.  If there
occurs any capital reorganization or any reclassification of the Common Stock
of the Company, the consolidation or merger of the Company with or into another
person (other than a merger or consolidation of the Company in which the
Company is the continuing entity and which does not result in any
reorganization or reclassification of its outstanding Common Stock) or the sale
or conveyance of all or substantially all of the assets of the Company to
another person, then, as a condition precedent to any such reorganization,
reclassification, consolidation, merger, sale or conveyance, the Holder will be
entitled to receive upon surrender of this Warrant to the Company (x) to
the extent there are cash proceeds resulting from the consummation of such
reorganization, reclassification, consolidation, merger, sale or conveyance, in
exchange for such Warrant, cash in an amount equal to the cash proceeds that
would have been payable to the Holder had the Holder exercised such Warrant
immediately prior to the consummation of such reorganization, reclassification,
consolidation, merger, sale or conveyance, less the aggregate Exercise Price
payable upon exercise of this Warrant, and (y) to the extent that the
Holder would be entitled to receive Common stock (or Other Securities) (in
addition to or in lieu of cash in connection with any such reorganization,
reclassification, consolidation, merger, sale or conveyance), the same kind and
amounts of securities or other assets, or both, that are issuable or
distributable to the holders of outstanding Common Stock (or Other Securities)
of the Company with respect to their Common Stock (or Other Securities) upon
such reorganization, reclassification, consolidation, merger, sale or
conveyance, as would have been deliverable to the Holder had the Holder
exercised such Warrant immediately prior to the consummation of such
reorganization, reclassification, 


 


A-4

















 


consolidation, merger,
sale or conveyance less an amount of such securities having a value equal to
the aggregate Exercise Price payable upon exercise of this Warrant.


 


Dissolution. 
In the event of any dissolution of the Company following the transfer of
all or substantially all of its properties or assets, the Company, concurrently
with any distributions made to holders of its Common Stock, shall at its
expense deliver or cause to be delivered to the Holder the stock and other
securities and property (including cash, where applicable) receivable by the
Holder pursuant to Section 3.1, or, if the Holder shall so instruct the
Company, to a bank or trust company specified by the Holder and having its
principal office in New York, NY as trustee for the Holder (the “Trustee”).


 


Continuation of Terms. 
Upon any reorganization, consolidation, merger or transfer (and any
dissolution following any transfer) referred to in this Section 3, this
Warrant shall continue in full force and effect and the terms hereof shall be
applicable to the shares of stock and other securities and property receivable
on the exercise of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution following any such
transfer, as the case may be, and shall be binding upon the issuer of any such
stock or other securities, including, in the case of any such transfer, the
person acquiring all or substantially all of the properties or assets of the
Company, whether or not such person shall have expressly assumed the terms of
this Warrant as provided in Section 4. 
In the event this Warrant does not continue in full force and effect
after the consummation of the transactions described in this Section 3,
then the Company’s securities and property (including cash, where applicable)
receivable by the Holder will be delivered to the Holder or the Trustee as
contemplated by Section 3.2.


 


Extraordinary
Events Regarding Common Stock.  In the event that the Company
shall (a) issue additional shares of the Common Stock as a dividend or
other distribution on outstanding Common Stock or any preferred stock issued by
the Company, (b) subdivide its outstanding shares of Common Stock or (c) combine
its outstanding shares of the Common Stock into a smaller number of shares of
the Common Stock, then, in each such event, the number of shares of Common
Stock that the Holder shall thereafter, on the exercise hereof as provided in Section 1,
be entitled to receive shall be adjusted to a number determined by multiplying
the number of shares of Common Stock that would otherwise (but for the
provisions of this Section 4) be issuable on such exercise by a fraction
of which (a) the numerator is the number of issued and outstanding shares
of Common Stock immediately after such Event, and (b) the denominator is
the number of issued and outstanding shares of Common Stock immediately prior
to such Event.


 


Certificate
as to Adjustments.  In each case of any adjustment
or readjustment in the shares of Common Stock (or Other Securities) issuable on
the exercise of this Warrant, the Company at its expense will promptly cause
its Chief Financial Officer or other appropriate designee to compute such
adjustment or readjustment in accordance with the terms of this Warrant and
prepare a certificate setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is based,
including a statement of (a) the consideration received or receivable by
the Company for any additional shares of Common Stock (or Other Securities)
issued or sold or deemed to have been issued or sold, (b) the number of
shares of Common Stock (or Other Securities) outstanding or deemed to be
outstanding, and (c) the Exercise Price and the number of shares of Common
Stock to be received upon exercise of this Warrant, in 


 


A-5

















 


effect
immediately prior to such adjustment or readjustment and as adjusted or
readjusted as provided in this Warrant. 
The Company will forthwith mail a copy of each such certificate to the
Holder and any warrant agent of the Company (appointed pursuant to Section 11
hereof).


 


Reservation
of Stock, Etc., Issuable on Exercise of Warrant. 
The Company will at all times reserve and keep available, solely for
issuance and delivery on the exercise of this Warrant, shares of Common Stock
(or Other Securities) from time to time issuable on the exercise of this
Warrant.


 


Assignment;
Exchange of Warrant.  Subject to compliance with
applicable securities laws, this Warrant, and the rights evidenced hereby, may
be transferred by any registered holder hereof (a “Transferor”) in whole or in
part.  On the surrender for exchange of
this Warrant, with the Transferor’s endorsement in the form of Exhibit B
attached hereto (the “Transferor Endorsement Form”) and together with evidence
reasonably satisfactory to the Company demonstrating compliance with applicable
securities laws, which shall include, without limitation, a legal opinion from
the Transferor’s counsel (at the Company’s expense) that provides that such
transfer is exempt from the registration requirements of applicable securities
laws, the Company at its expense (but with payment by the Transferor of any
applicable transfer taxes) will issue and deliver to or on the order of the
Transferor thereof a new Warrant of like tenor, in the name of the Transferor
and/or the transferee(s) specified in such Transferor Endorsement Form (each
a “Transferee”), calling in the aggregate on the face or faces thereof for the
number of shares of Common Stock called for on the face or faces of this
Warrant so surrendered by the Transferor.


 


Replacement
of Warrant.  On receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or mutilation
of this Warrant and, in the case of any such loss, theft or destruction of this
Warrant, on delivery of an indemnity agreement or security reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of this Warrant, the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.


 


Intentionally
Omitted.


 


Maximum
Exercise.  Notwithstanding anything
herein to the contrary, in no event shall the Holder be entitled to exercise
any portion of this Warrant in excess of that portion of this Warrant upon
exercise of which the sum of (1) the number of shares of Common Stock
beneficially owned by the Holder and its Affiliates (other than shares of
Common Stock which may be deemed beneficially owned through the ownership of
the unexercised portion of this Warrant or the unexercised or unconverted
portion of any other security of the Holder subject to a limitation on
conversion analogous to the limitations contained herein) and (2) the
number of shares of Common Stock issuable upon the exercise of the portion of
this Warrant with respect to which the determination of this proviso is being
made, would result in beneficial ownership by the Holder and its Affiliates of
any amount greater than 9.99% of the then outstanding shares of Common Stock
(whether or not, at the time of such exercise, the Holder and its Affiliates
beneficially own more than 9.99% of the then outstanding shares of Common
Stock). As used herein, the term “Affiliate” means any person or entity that,
directly or indirectly through one or more intermediaries, controls or is
controlled by or is under common control with a person or entity, as such terms
are used 


 


A-6

















 


in and
construed under Rule 144 under the Securities Act of 1933, as amended.
  For purposes of the second preceding sentence, beneficial ownership
shall be determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder,
except as otherwise provided in clause (1) of such sentence.  For any reason at any time, upon written or
oral request of the Holder, the Company shall within one (1) business day
confirm orally and in writing to the Holder the number of shares of Common
Stock outstanding as of any given date.  The limitations set forth herein (x) shall
automatically become null and void following notice to the Company upon the
occurrence and during the continuance of an Event of Default (as defined in the
Note referred to in the Purchase Agreement) and (y) may be waived by the
Holder upon provision of no less than sixty-one (61) days prior written notice
to the Company; provided, however, that, such written notice of waiver shall only
be effective if delivered at a time when no indebtedness (including, without
limitation, principal, interest, fees and charges) of the Company of which the
Holder or any of its Affiliates was, at any time, the owner, directly or
indirectly is outstanding.


 


Warrant
Agent.  The Company may, by written notice to the
Holder of this Warrant, appoint an agent for the purpose of issuing Common
Stock (or Other Securities) on the exercise of this Warrant pursuant to Section 1,
exchanging this Warrant pursuant to Section 7, and replacing this Warrant
pursuant to Section 8, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such
office by such agent.


 


Transfer
on the Company’s Books.  Until this Warrant is
transferred on the books of the Company, the Company may treat the registered
holder hereof as the absolute owner hereof for all purposes, notwithstanding
any notice to the contrary.


 


Rights of
Shareholders.  No Holder shall be entitled to
vote or receive dividends or be deemed the holder of the shares of Common Stock
or any other securities of the Company which may at any time be issuable upon
exercise of this Warrant for any purpose (the “Warrant Shares”), nor shall
anything contained herein be construed to confer upon the Holder, as such, any
of the rights of a shareholder of the Company or any right to vote for the
election of directors or upon any matter submitted to shareholders at any
meeting thereof, or to give or withhold consent to any corporate action
(whether upon the recapitalization, issuance of shares, reclassification of
shares, change of nominal value, consolidation, merger, conveyance or
otherwise) or to receive notice of meetings, or to receive dividends or
subscription rights or otherwise, in each case, until the earlier to occur of (x) the
date of actual delivery to Holder (or its designee) of the Warrant Shares
issuable upon the exercise hereof or (y) the third business day following
the date such Warrant Shares first become deliverable to Holder, as provided
herein.


 


Notices,
Etc.  All notices and other communications from the
Company to the Holder shall be mailed by first class registered or certified
mail, postage prepaid, at such address as may have been furnished to the Company
in writing by the Holder from time to time.


 


Miscellaneous. 
This Warrant and any term hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought. THIS
WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF 


 


A-7

















 


LAWS.  ANY ACTION BROUGHT CONCERNING THE
TRANSACTIONS CONTEMPLATED BY THIS WARRANT SHALL BE BROUGHT ONLY IN THE STATE
COURTS OF NEW YORK OR IN THE FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK;
PROVIDED, HOWEVER, THAT THE HOLDER MAY CHOOSE TO WAIVE THIS PROVISION AND
BRING AN ACTION OUTSIDE THE STATE OF NEW YORK. 
The individuals executing this Warrant on behalf of the Company agree to
submit to the jurisdiction of such courts and waive trial by jury.  The prevailing party shall be entitled to
recover from the other party its reasonable attorneys’ fees and costs.  In the event that any provision of this
Warrant is invalid or unenforceable under any applicable statute or rule of
law, then such provision shall be deemed inoperative to the extent that it may
conflict therewith and shall be deemed modified to conform with such statute or
rule of law.  Any such provision
which may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision of this Warrant.  The headings in this Warrant are for purposes
of reference only, and shall not limit or otherwise affect any of the terms
hereof.  The invalidity or
unenforceability of any provision hereof shall in no way affect the validity or
enforceability of any other provision hereof. 
The Company acknowledges that legal counsel participated in the
preparation of this Warrant and, therefore, stipulates that the rule of
construction that ambiguities are to be resolved against the drafting party
shall not be applied in the interpretation of this Warrant to favor any party
against the other party.


 


Warrant
Cancellation. If all obligations and liabilities owing by the Company to the Holder
under the Note, the Purchase Agreement and/or any other Related Agreement have
been repaid in full on or before (a) six (6) months from the date
hereof, the Holder shall surrender this Warrant for cancellation and shall
issue a new Warrant to Holder in the face amount of this Warrant less fifty
percent (50%) of the shares otherwise issuable under this Warrant, or (b) twelve
(12) months from the date hereof, the Holder shall surrender this Warrant for
cancellation and shall issue a new Warrant to Holder in the face amount of this
Warrant less twenty-five percent (25%) of the shares otherwise issuable under
this Warrant.


 


[BALANCE OF PAGE INTENTIONALLY LEFT BLANK;

SIGNATURE PAGE FOLLOWS]


 


A-8

















 


IN WITNESS WHEREOF, the
Company has executed this Warrant as of the date first written above.


 


 


	
  WITNESS:

  	
   

  	
  MICRO
  COMPONENT TECHNOLOGY,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


 


SIGNATURE PAGE TO


COMMON STOCK PURCHASE
WARRANT


 

















 


EXHIBIT A


 


FORM OF SUBSCRIPTION


 


(To
Be Signed Only On Exercise Of Warrant)


 


	
  To:

  	
  Micro Component
  Technology, Inc.

  
	
   

  	
  2340
  West County Road C,

  
	
   

  	
  St.
  Paul, Minnesota 55113-2528

  
	
   

  	
   

  
	
   

  	
  Attention:        Chief
  Financial Officer

  



 


The undersigned, pursuant
to the provisions set forth in the attached Warrant (No.        )
(the “Warrant”), hereby irrevocably elects to
purchase (check applicable box):


 


	
                   

  	
                  
  shares of the common stock covered by the Warrant; or

  
	
   

  	
   

  
	
                   

  	
  the maximum number of shares of common stock covered
  by the Warrant pursuant to the cashless exercise procedure set forth in
  Section 2 of the Warrant.

  



 


The undersigned herewith
makes payment of the full Exercise Price for such shares at the price per share
provided for in the Warrant, which is
$                      .  Such payment takes the form of (check
applicable box or boxes):


 


	
                   

  	
  $                 in
  lawful money of the United States; and/or

  
	
   

  	
   

  
	
                   

  	
  the cancellation of such portion of the Warrant as
  is exercisable for a total of
                
  shares of Common Stock (using a Fair Market Value of $               per
  share for purposes of this calculation); and/or

  
	
   

  	
   

  
	
                   

  	
  the cancellation of such number of shares of Common
  Stock as is necessary, in accordance with the formula set forth in
  Section 2.2 of the Warrant, to exercise this Warrant with respect to the
  maximum number of shares of Common Stock purchasable pursuant to the cashless
  exercise procedure set forth in Section 2 of the Warrant.

  



 


The undersigned requests
that the certificates for such shares be issued in the name of, and delivered
to
                                                                                            
whose address is                                                                                                                                                       .


 


The undersigned
represents and warrants that all offers and sales by the undersigned of the
securities issuable upon exercise of the Warrant shall be made pursuant to
registration of the Common Stock under the Securities Act of 1933, as amended
(the “Securities Act”) or pursuant to an
exemption from registration under the Securities Act.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature must conform to name of holder as

  specified on the face of the Warrant)

  
	
   

  	
   

  	
  Address:

  	
   

  



 

















 


EXHIBIT B


 


FORM OF TRANSFEROR
ENDORSEMENT


 


(To
Be Signed Only On Transfer Of Warrant)


 


For value received, the
undersigned hereby sells, assigns, and transfers unto the person(s) named
below under the heading “Transferees” the right represented by the within
Warrant to purchase the percentage and number of shares of Common Stock of
Micro Component Technology, Inc. into which the within Warrant relates
specified under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints
each such person Attorney to transfer its respective right on the books of
Micro Component Technology, Inc. with full power of substitution in the
premises.


 


	
  Transferees

  	
   

  	
  Address

  	
   

  	
  Percentage

  Transferred

  	
   

  	
  Number

  Transferred

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature must conform to name of holder as

  specified on the face of the Warrant)

  
	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SIGNED IN THE PRESENCE OF:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Name)

  



 


 


	
  ACCEPTED AND AGREED:

  [TRANSFEREE]